AFFILIATE AGREEMENT – Updated March 21, 2018
THIS AGREEMENT (“Agreement”) between Forest Park FX, LLC, the “FPFX”), with its principal place of business located at 301 Yamato Road, Suite 1240, Boca Raton, FL 33431, and Affiliate, shall be effective as of the date upon which the Affiliate receives its affiliate link (the “Effective Date”). FPFX and the Affiliate are referred to individually as a “Party” and collectively as the “Parties”.
WHEREAS, Affiliate wishes to refer non-US traders and other affiliates to FPFX that will, in turn, enable the Affiliate to receive compensation on the fees generated by the clients and affiliates which it refers to FPFX and who ultimately open accounts.
NOW, THEREFORE, for good and valuable consideration there parties agree as follows:
Affiliate may refer its clients (the “Clients”) to FPFX on the terms and conditions set forth herein. For clarification, this will be a seamless and instantaneous process by way of custom affiliate links.
2. Representations of FPFX
FPFX represents and warrants to the Affiliate that:
- a) FPFX has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of FPFX, enforceable in accordance with its terms.
- b) FPFX is:
- (i) a limited liability company duly organized, validly existing and in good standing under the laws of the State of Florida and,
- (ii) is duly engaged in the brokerage business.
- c) FPFX is free to enter into this Agreement and the services to be provided pursuant to this Agreement are not in conflict with any other contractual or other obligation to which it is bound.
3. Representations of the Affiliate
- a) The Affiliate has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Affiliate, enforceable in accordance with its terms.
- b) The Affiliate acknowledges that FPFX is in the brokerage business and may provide similar services (of the type contemplated by this Agreement or otherwise) to others and that nothing contained herein shall be construed to limit or restrict FPFX in providing these services to others.
- c) The Affiliate acknowledges that it has no privity with any of the parties with which FPFX does business and agrees that it shall not contact such parties on behalf of any referred client or in regard to FPFX’s relationship with such parties.
4. Duties of FPFX
During the term of this Agreement, FPFX shall provide the following services:
- a) Assist the Affiliate and its clients in choosing a broker and opening their trading accounts
- b) Administer the calculation and payment of the fees owed to the Affiliate
- c) Provide Affiliate with custom affiliate links and other pertinent information to enable Affiliate to effectively convey the benefits of FPFX to clients or prospective clients.
5. Duties of the Affiliate
During the term of this Agreement, the Affiliate shall provide the following services:
- a) Perform all sales and marketing to build the Affiliate’s business.
- b) Represent itself in a manner consistent with the professionalism and decorum exhibited by FPFX and any domestic regulations or national laws in the jurisdictions where the affiliate may solicit leads. To that end, the Affiliate must undertake to ensure any promotion, financial or otherwise, meets the requirements to be honest, fair and not misleading when engaging with any prospective clients.
6. Fees and Expenses
25% of rebate paid (or realized, if in the form of reduced spreads) by the client, provided that FPFX has been paid by the broker for the client introduction.
Each party hereto shall be responsible for its own expenses in carrying out the duties set forth above, provided, however, Affiliates shall pay actual banking related fees when receiving funds from FPFX.
7. Term and Termination
This Agreement shall be effective as of the first date above and shall continue until terminated by a party hereto. This Agreement can only be modified by the written consent of the parties hereto. FPFX shall have the right to terminate this Agreement at any time upon written notice to the Affiliate. In the event of termination, FPFX shall continue to pay the Affiliate the fees discussed infra for a period of ninety (30) days, unless such payments would violate any law or regulation to which FPFX or Affiliate is subject.
Confidential Information shall mean all proprietary information, including agreements, documents, papers, fee schedules, processes and information, which is disclosed by FPFX to the Affiliate.
- a) Use of Confidential Information. The Affiliate agrees that it will not use any Confidential Information for its own account or for the account of any third party, nor will it disclose any Confidential Information to any third party.
- b) Non-Confidential Information. Notwithstanding any other provision of this offer letter, no information received by the Affiliate hereunder shall be Confidential Information if such information is or becomes:
- 1) published or otherwise made available to the public other than by the Affiliate’s breach of this Agreement;
- 2) furnished to the Affiliate by a third party who received such information without restriction on its dissemination;
- 3) approved for release in writing by FPFX;
- 4) known to, or independently developed by the Affiliate hereunder without reference to or use of such Confidential Information; or
- 5) disclosed to a third party by FPFX without restricting its subsequent disclosure and use by such third party.
The Affiliate shall indemnify and hold harmless FPFX against any and all liabilities, claims, lawsuits, including any and all awards and/or judgments to which it may become subject under any other federal or state statute, at common law or otherwise, insofar as said liabilities, claims and lawsuits (including costs, expenses, attorneys’ fees, awards and/or judgments) arise out of or are in connection with the Agreement or any transactions in connection with this Agreement, except for any liabilities, claims and lawsuits (including awards and/or judgments), arising out of the willful misconduct or gross negligence of FPFX.
10. The Affiliate as an Independent Contractor
The Affiliate shall perform its duties and otherwise conduct its business as an independent contractor and not as an employee or agent of FPFX. FPFX and the Affiliate acknowledge that neither FPFX nor any of its officers or employees is an officer, director or agent of the Affiliate; it is not, and will not be, responsible for any management decisions on behalf of the Affiliate and may not commit the Affiliate to any action. The Affiliate represents that FPFX does not have, through stock ownership or otherwise, the power either to control the Affiliate, or to exercise any dominating influences over its management. The parties hereto understand and acknowledge that this Agreement shall not create or imply any agency relationship among the parties, and the Affiliate will not commit FPFX in any manner except when a commitment has been specifically authorized in writing by FPFX.
- a) This Agreement between FPFX and the Affiliate constitutes the entire agreement and understanding of the parties hereto, and supersedes any and all previous agreements and understandings, whether oral or written, between the parties with respect to the matters set forth herein. FPFX retains the right to unilaterally change the terms of this agreement at any time.
- b) Any notice or communication permitted or required hereunder shall be in writing and shall be deemed sufficiently given if hand-delivered, sent postage prepaid by certified or registered mail, return receipt requested, or emailed to the respective parties as set forth below, or to such other address as either party may notify the other in writing:
If to FPFX:
Forest Park FX, LLC
301 Yamato Road, Suite 1240
Boca Raton, FL 33431
If to the Affiliate, by email address on file with FPFX.
- c) This Agreement shall be binding upon and inure to the benefit of each of the parties hereto and their respective successors, legal representatives and assigns.
- d) This Agreement may be executed in any number of counterparts, each of which together shall constitute one and the same original document.
- e) No provision of this Agreement may be amended, modified or waived, except in a writing signed by the parties hereto.
- f) This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. The venue for any proceedings arising out of or relating to this Agreement shall be in either the county or circuit court of Palm Beach County, Florida, as appropriate. The prevailing party in any litigation arising out of or relating to this Agreement shall be entitled to an award of its reasonable attorneys’ fees and costs.
- g) This Agreement or any section thereof shall not be construed against any party due to the fact that said Agreement or any section thereof was drafted by said party.
- h) All section or paragraph titles or captions in this Agreement are for convenience only and shall not be deemed part of the context nor affect the interpretation of this Agreement.
- i) All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural as the identity of the person or entity may require.
- j) If any provision of this Agreement, or the application of such provision, shall be held invalid, the remainder of this Agreement, or the application of such provision to persons or circumstances other than those as to which it is held invalid, shall not be affected thereby.
- k) This Agreement may not be assigned by either party hereto without the written consent of the other, but shall be binding upon the successors of the parties.